Africa Oil Corp.: Proposed Amendments to Stock Option Plan

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FOR: Africa Oil Corp.
TSX SYMBOL: AOI
OMX SYMBOL: AOI
MAY 28, 2014
Africa Oil Corp.: Proposed Amendments to Stock Option Plan
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 28, 2014) - Africa Oil Corp.
("Africa Oil" or the "Company") (TSX:AOI)(OMX:AOI) advises
that it has had discussions with ISS Proxy Advisory Services Inc.
("ISS") concerning the proposed amendments to the Company's
stock option plan (the "Plan") which will be considered and voted on
by the Company's shareholders at the 2014 Annual General Meeting of
Shareholders (the "Meeting"), scheduled for Tuesday, June 3, 2014.
ISS has confirmed that certain of the proposed amendments do not comply with
ISS Policy and that, accordingly, it was ISS' recommendation that
shareholders vote against the proposed amendments at the Meeting.
In light of those discussions, the Company further advises that, if the
amendments are approved by shareholders at the Meeting, it will subsequently
propose further amendments to the Plan, as amended, for consideration by the
shareholders at the next opportunity and, in any event, by not later than the
2015 annual general meeting. In the interim, the Company agrees that it will
not take any action in reliance on the approved amendments provisions that are
contrary to ISS policy.
In particular, if the current amendments are approved at the Meeting, in due
course the Company will propose that the following provisions be deleted from
the amendment and termination provisions (Article 7) of the Plan, as amended
(the "Subsequent Amendments"):
/T/
-- Section 7.1 (c), which permits amendments to vesting provisions of
Options
-- Section 7.1(d), which permits the expiration date of non-insider Options
to be extended beyond the original expiry date
-- Section 7.1(g), which permits a reduction in the exercise price, or the
cancellation and reissuance, of non-insider options
/T/
In addition, the Plan would be amended to provide that further amendments
allowing for options to be transferable or assignable, other than for normal
estate settlement purposes, would not be made without shareholder approval.
Until such time as these Subsequent Amendments have been approved, the Company
will not take any action in reliance on these provisions.
Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya and
Ethiopia as well as Puntland (Somalia) through its 45% equity interest in Horn
Petroleum Corporation. Africa Oil's East African holdings are within a
world-class exploration play fairway with a total gross land package in this
prolific region in excess of 215,000 square kilometres. The East African Rift
Basin system is one of the last of the great rift basins to be explored. Seven
new significant discoveries have been announced in the Northern Kenyan basin in
which the Company holds a 50% interest along with operator Tullow Oil plc. The
Company is listed on the TSX and on First North at NASDAQ OMX-Stockholm under
the symbol "AOI".
ON BEHALF OF THE BOARD
Keith C. Hill, President and CEO
Africa Oil's Certified Advisor on NASDAQ OMX First North is Pareto
Securities AB.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Africa Oil Corp.
Sophia Shane
Corporate Development
(604) 689-7842
africaoilcorp@namdo.com
INDUSTRY: Energy and Utilities - Oil and Gas
SUBJECT: STK
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-0- May/28/2014 20:08 GMT